SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.__)*
WebMD Health Corp.
(Name of Issuer)
Common Stock, Par Value $0.01
(Title of Class of Securities)
94770V102
(CUSIP Number)
Keith Schaitkin, Esq.
Icahn Capital LP
767 Fifth Avenue, 47th Floor
New York, New York 10153
(212) 702-4300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 11, 2011
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box / /.
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13D
CUSIP No. 94770V102
1 NAME OF REPORTING PERSON
High River Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
909,004 (includes Shares underlying call options. See Item 5)
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
909,004 (includes Shares underlying call options. See Item 5)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
909,004 (includes Shares underlying call options. See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.59%
14 TYPE OF REPORTING PERSON
PN
|
SCHEDULE 13D
CUSIP No. 94770V102
1 NAME OF REPORTING PERSON
Hopper Investments LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
909,004 (includes Shares underlying call options. See Item 5)
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
909,004 (includes Shares underlying call options. See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
909,004 (includes Shares underlying call options. See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.59%
14 TYPE OF REPORTING PERSON
OO
|
SCHEDULE 13D
CUSIP No. 94770V102
1 NAME OF REPORTING PERSON
Barberry Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
909,004 (includes Shares underlying call options. See Item 5)
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
909,004 (includes Shares underlying call options. See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
909,004 (includes Shares underlying call options. See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.59%
14 TYPE OF REPORTING PERSON
CO
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SCHEDULE 13D
CUSIP No. 94770V102
1 NAME OF REPORTING PERSON
Icahn Partners Master Fund LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
1,508,981 (includes Shares underlying call options. See Item 5)
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
1,508,981 (includes Shares underlying call options. See Item 5)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,508,981 (includes Shares underlying call options. See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.63%
14 TYPE OF REPORTING PERSON
PN
|
SCHEDULE 13D
CUSIP No. 94770V102
1 NAME OF REPORTING PERSON
Icahn Partners Master Fund II LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
509,966 (includes Shares underlying call options. See Item 5)
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
509,966 (includes Shares underlying call options. See Item 5)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
509,966 (includes Shares underlying call options. See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.89%
14 TYPE OF REPORTING PERSON
PN
|
SCHEDULE 13D
CUSIP No. 94770V102
1 NAME OF REPORTING PERSON
Icahn Partners Master Fund III LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
224,356 (includes Shares underlying call options. See Item 5)
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
224,356 (includes Shares underlying call options. See Item 5)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
224,356 (includes Shares underlying call options. See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.39%
14 TYPE OF REPORTING PERSON
PN
|
SCHEDULE 13D
CUSIP No. 94770V102
1 NAME OF REPORTING PERSON
Icahn Offshore LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
2,243,303 (includes Shares underlying call options. See Item 5)
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
2,243,303 (includes Shares underlying call options. See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,243,303 (includes Shares underlying call options. See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.92%
14 TYPE OF REPORTING PERSON
PN
|
SCHEDULE 13D
CUSIP No. 94770V102
1 NAME OF REPORTING PERSON
Icahn Partners LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
1,392,710 (includes Shares underlying call options. See Item 5)
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
1,392,710 (includes Shares underlying call options. See Item 5)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,392,710 (includes Shares underlying call options. See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.43%
14 TYPE OF REPORTING PERSON
PN
|
SCHEDULE 13D
CUSIP No. 94770V102
1 NAME OF REPORTING PERSON
Icahn Onshore LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
1,392,710 (includes Shares underlying call options. See Item 5)
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,392,710 (includes Shares underlying call options. See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,392,710 (includes Shares underlying call options. See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.43%
14 TYPE OF REPORTING PERSON
PN
|
SCHEDULE 13D
CUSIP No. 94770V102
1 NAME OF REPORTING PERSON
Icahn Capital LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
3,636,013 (includes Shares underlying call options. See Item 5)
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
3,636,013 (includes Shares underlying call options. See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,636,013 (includes Shares underlying call options. See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.35%
14 TYPE OF REPORTING PERSON
PN
|
SCHEDULE 13D
CUSIP No. 94770V102
1 NAME OF REPORTING PERSON
IPH GP LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
3,636,013 (includes Shares underlying call options. See Item 5)
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
3,636,013 (includes Shares underlying call options. See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,636,013 (includes Shares underlying call options. See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.35%
14 TYPE OF REPORTING PERSON
OO
|
SCHEDULE 13D
CUSIP No. 94770V102
1 NAME OF REPORTING PERSON
Icahn Enterprises Holdings L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
3,636,013 (includes Shares underlying call options. See Item 5)
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
3,636,013 (includes Shares underlying call options. See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,636,013 (includes Shares underlying call options. See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.35%
14 TYPE OF REPORTING PERSON
PN
|
SCHEDULE 13D
CUSIP No. 94770V102
1 NAME OF REPORTING PERSON
Icahn Enterprises G.P. Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
3,636,013 (includes Shares underlying call options. See Item 5)
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
3,636,013 (includes Shares underlying call options. See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,636,013 (includes Shares underlying call options. See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.35%
14 TYPE OF REPORTING PERSON
CO
|
SCHEDULE 13D
CUSIP No. 94770V102
1 NAME OF REPORTING PERSON
Beckton Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
3,636,013 (includes Shares underlying call options. See Item 5)
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
3,636,013 (includes Shares underlying call options. See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,636,013 (includes Shares underlying call options. See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.35%
14 TYPE OF REPORTING PERSON
CO
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SCHEDULE 13D
CUSIP No. 94770V102
1 NAME OF REPORTING PERSON
Carl C. Icahn
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
4,545,017 (includes Shares underlying call options. See Item 5)
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
4,545,017 (includes Shares underlying call options. See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,545,017 (includes Shares underlying call options. See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.94%
14 TYPE OF REPORTING PERSON
IN
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SCHEDULE 13D
Item 1. Security and Issuer
This statement relates to the Common Stock, par value $0.01 (the "Shares"), issued by WebMD Health Corp. (the "Issuer"). The address of the principal executive offices of the Issuer is 111 Eighth Avenue, New York, New York 10011.
Item 2. Identity and Background
The persons filing this statement are High River Limited Partnership ("High River"), Hopper Investments LLC ("Hopper"), Barberry Corp. ("Barberry"), Icahn Partners Master Fund LP ("Icahn Master"), Icahn Partners Master Fund II LP ("Icahn Master II"), Icahn Partners Master Fund III LP ("Icahn Master III"), Icahn Offshore LP ("Icahn Offshore"), Icahn Partners LP ("Icahn Partners"), Icahn Onshore LP ("Icahn Onshore"), Icahn Capital LP ("Icahn Capital"), IPH GP LLC ("IPH"), Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings"), Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), Beckton Corp. ("Beckton"), and Carl C. Icahn, a citizen of the United States of America (collectively, the "Reporting Persons").
The principal business address of each of (i) High River, Hopper, Barberry, Icahn Offshore, Icahn Partners, Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP and Beckton is White Plains Plaza, 445 Hamilton Avenue - Suite 1210, White Plains, NY 10601, (ii) Icahn Master, Icahn Master II and Icahn Master III is c/o Walkers SPV Limited, P.O. Box 908GT, 87 Mary Street, George Town, Grand Cayman, Cayman Islands, and (iii) Mr. Icahn is c/o Icahn Associates Corp., 767 Fifth Avenue, 47th Floor, New York, NY 10153.
Barberry is the sole member of Hopper, which is the general partner of High
River. Icahn Offshore is the general partner of each of Icahn Master, Icahn
Master II and Icahn Master III. Icahn Onshore is the general partner of Icahn
Partners. Icahn Capital is the general partner of each of Icahn Offshore and
Icahn Onshore. Icahn Enterprises Holdings is the sole member of IPH, which is
the general partner of Icahn Capital. Beckton is the sole stockholder of Icahn
Enterprises GP, which is the general partner of Icahn Enterprises Holdings. Carl
C. Icahn is the sole stockholder of each of Barberry and Beckton. As such, Mr.
Icahn is in a position indirectly to determine the investment and voting
decisions made by each of the Reporting Persons. In addition, Mr. Icahn is the
indirect holder of approximately 92.6% of the outstanding depositary units
representing limited partnership interests in Icahn Enterprises L.P. ("Icahn
Enterprises"). Icahn Enterprises GP is the general partner of Icahn Enterprises,
which is the sole limited partner of Icahn Enterprises Holdings.
Each of High River and Barberry is primarily engaged in the business of investing in securities. Hopper is primarily engaged in the business of serving as the general partner of High River. Each of Icahn Master, Icahn Master II, Icahn Master III and Icahn Partners is primarily engaged in the business of investing in securities. Icahn Offshore is primarily engaged in the business of serving as the general partner of each of Icahn Master, Icahn Master II and Icahn Master III. Icahn Onshore is primarily engaged in the business of serving as the general partner of Icahn Partners. Icahn Capital is primarily engaged in the business of serving as the general partner of each of Icahn Offshore and Icahn Onshore. IPH is primarily engaged in the business of serving as the general partner of Icahn Capital. Icahn Enterprises Holdings is primarily engaged in the business of holding direct or indirect interests in various operating businesses. Icahn Enterprises GP is primarily engaged in the business of serving as the general partner of each of Icahn Enterprises and Icahn Enterprises Holdings. Beckton is primarily engaged in the business of holding the capital stock of Icahn Enterprises GP.
Carl C. Icahn's present principal occupation or employment is serving as
(i) Chief Executive Officer of Icahn Capital LP, a wholly owned subsidiary of
Icahn Enterprises, through which Mr. Icahn manages various private investment
funds, including Icahn Partners, Icahn Master, Icahn Master II and Icahn Master
III, (ii) Chairman of the Board of Icahn Enterprises GP, the general partner of
Icahn Enterprises, a New York Stock Exchange listed diversified holding company
engaged in a variety of businesses, including investment management, metals,
automotive, real estate, railcar, food packaging, gaming, and home fashion, and
(iii) Chairman of the Board and a director of Starfire Holding Corporation
("Starfire"), a holding company engaged in the business of investing in and/or
holding securities of various entities, and as Chairman of the Board and a
director of various of Starfire's subsidiaries.
The name, citizenship, present principal occupation or employment and business address of each director and executive officer of the Reporting Persons are set forth in Schedule A attached hereto.
None of the Reporting Persons nor any manager or executive officer of the
Reporting Persons, has, during the past five years, (a) been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors), or
(b) been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting,
or mandating activities subject to, Federal or State securities laws or a
finding of any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
The Reporting Persons may be deemed to be the beneficial owner of, in the aggregate, 4,545,017 Shares (including Shares underlying call options). The aggregate purchase price of the Shares and call options purchased by the Reporting Persons collectively was approximately $96.7 million (including commissions and premiums). The source of funding for these Shares and call options was the general working capital of the respective purchasers. The Shares and call options are held by the Reporting Persons in margin accounts together with other securities. Such margin accounts may from time to time have debit balances. Part of the purchase price of the Shares and call options was obtained through margin borrowing.
Item 4. Purpose of Transaction
The Reporting Persons acquired the Shares in the belief that the Shares were undervalued from a long-term perspective. The Reporting Persons may seek to have conversations from time to time with management of the Issuer to discuss the Issuer's business and strategies.
The Reporting Persons may, from time to time and at any time: (i) acquire additional Shares and/or other equity, debt, notes, instruments or other securities (collectively, "Securities") of the Issuer in the open market or otherwise; (ii) dispose of any or all of their Securities in the open market or otherwise; or (iii) engage in any hedging or similar transactions with respect to the Securities.
Item 5. Interest in Securities of the Issuer
(a) The Reporting Persons may be deemed to beneficially own, in the aggregate, 4,545,017 Shares (including Shares underlying call options), representing approximately 7.94% of the Issuer's outstanding Shares (based upon the 57,272,692 Shares assumed to be outstanding as of October 4, 2011; the assumed outstanding shares is based on the statement by the Issuer in the Issuer's Schedule 14A filed with the Securities and Exchange Commission on August 15, 2011, in which the Issuer stated 58,672,692 Shares were outstanding on August 10, 2011, and the statement by the Issuer in the Issuer's Form 8-K filed with the Securities and Exchange Commission on October 4, 2011, in which the Issuer stated that the Issuer had repurchased approximately 1.4 million Shares under its existing stock buyback program).
(b) For purposes of this Schedule 13D:
High River has sole voting power and sole dispositive power with regard to 909,004 Shares (including Shares underlying call options). Each of Hopper, Barberry and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares. Icahn Master has sole voting power and sole dispositive power with regard to 1,508,981 Shares (including Shares underlying call options). Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares. Icahn Master II has sole voting power and sole dispositive power with regard to 509,966 Shares (including Shares underlying call options). Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares. Icahn Master III has sole voting power and sole dispositive power with regard to 224,356 Shares (including Shares underlying call options). Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares. Icahn Partners has sole voting power and sole dispositive power with regard to 1,392,710 Shares (including Shares underlying call options). Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares.
Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationships to High River (as disclosed in Item 2), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, the "Act") the Shares which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares for all other purposes. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to each of Icahn Master, Icahn Master II and Icahn Master III (as disclosed in Item 2), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which each of Icahn Master, Icahn Master II and Icahn Master III directly beneficially owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares for all other purposes. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners (as disclosed in Item 2), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares for all other purposes.
The Shares beneficially owned by the Reporting Persons include Shares underlying call options. The agreements governing these call options do not give the Reporting Persons direct or indirect voting, investment or dispositive control over the Shares to which these agreements relate. See Item 6.
(c) The following table sets forth all transactions with respect to Shares effected during the past sixty (60) days by any of the Reporting Persons, inclusive of any transactions effected through 5:00 p.m., New York City time, on October 21, 2011. Except as otherwise noted below, all such transactions were purchases of Shares effected in the open market, and the table includes commissions paid in per share prices.
Name of Date of Amount of Price Per Reporting Transaction Securities Share/Premium Person Per Option ---------------- ----------- ---------- ------------- High River 8/22/2011 15,880.00 32.44 High River 8/23/2011 1,800.00 32.49 High River 8/25/2011 17,080.00 32.47 High River 8/26/2011 660.00 32.46 High River 9/9/2011 16,224.00 32.85 High River 9/12/2011 7,520.00 32.48 High River 9/13/2011 11,840.00 32.90 High River 9/14/2011 14,843.00 32.80 High River 9/15/2011 10,000.00 32.66 High River 9/16/2011 20,560.00 32.11 High River 9/19/2011 28,640.00 31.07 High River 9/20/2011 31,983.00 30.46 High River 9/21/2011 28,198.00 29.99 High River 9/22/2011 15,692.00 29.50 High River 9/23/2011 10,000.00 29.51 High River 9/23/2011 3,444.00 (1) 9.88 (2) High River 9/26/2011 20,000.00 (1) 10.04 (2) High River 9/27/2011 8,878.00 (1) 10.91 (2) High River 9/28/2011 17,458.00 (1) 10.50 (2) High River 9/29/2011 20,668.00 (1) 10.51 (2) High River 9/30/2011 40.00 (1) 10.44 (2) High River 10/3/2011 26,488.00 (1) 9.94 (2) High River 10/4/2011 50,000.00 (1) 8.76 (2) High River 10/11/2011 36,402.00 (1) 10.73 (2) High River 10/12/2011 88,455.00 (1) 10.18 (2) High River 10/13/2011 60,000.00 (1) 10.91 (2) High River 10/14/2011 9,968.00 (1) 11.36 (2) High River 10/17/2011 39,222.00 (1) 11.44 (2) High River 10/18/2011 25,263.00 (1) 11.94 (2) High River 10/19/2011 28,970.00 (1) 12.16 (2) High River 10/20/2011 25,834.00 (1) 11.98 (2) High River 10/21/2011 12,074.00 (1) 12.75 (2) Icahn Partners 8/22/2011 24,338.00 32.44 Icahn Partners 8/23/2011 2,758.00 32.49 Icahn Partners 8/25/2011 26,176.00 32.47 Icahn Partners 8/26/2011 1,012.00 32.46 Icahn Partners 9/9/2011 24,687.00 32.85 Icahn Partners 9/12/2011 11,519.00 32.48 Icahn Partners 9/13/2011 18,138.00 32.90 Icahn Partners 9/14/2011 22,737.00 32.80 Icahn Partners 9/15/2011 15,319.00 32.66 Icahn Partners 9/16/2011 31,495.00 32.11 Icahn Partners 9/19/2011 43,873.00 31.07 Icahn Partners 9/20/2011 48,994.00 30.46 Icahn Partners 9/21/2011 43,196.00 29.99 Icahn Partners 9/22/2011 24,037.00 29.50 Icahn Partners 9/23/2011 15,320.00 29.51 Icahn Partners 9/23/2011 5,274.00 (1) 9.88 (2) Icahn Partners 9/26/2011 30,637.00 (1) 10.04 (2) Icahn Partners 9/27/2011 13,600.00 (1) 10.91 (2) Icahn Partners 9/28/2011 26,743.00 (1) 10.50 (2) Icahn Partners 9/29/2011 31,662.00 (1) 10.51 (2) Icahn Partners 9/30/2011 62.00 (1) 10.44 (2) Icahn Partners 10/3/2011 40,575.00 (1) 9.94 (2) Icahn Partners 10/4/2011 76,743.00 (1) 8.76 (2) Icahn Partners 10/11/2011 55,774.00 (1) 10.73 (2) Icahn Partners 10/12/2011 135,523.00 (1) 10.18 (2) Icahn Partners 10/13/2011 91,928.00 (1) 10.91 (2) Icahn Partners 10/14/2011 15,273.00 (1) 11.36 (2) Icahn Partners 10/17/2011 60,093.00 (1) 11.44 (2) Icahn Partners 10/18/2011 38,706.00 (1) 11.94 (2) Icahn Partners 10/19/2011 44,386.00 (1) 12.16 (2) Icahn Partners 10/20/2011 39,581.00 (1) 11.98 (2) Icahn Partners 10/21/2011 18,498.00 (1) 12.75 (2) Icahn Master 8/22/2011 26,246.00 32.44 Icahn Master 8/23/2011 2,976.00 32.49 Icahn Master 8/25/2011 28,229.00 32.47 Icahn Master 8/26/2011 1,091.00 32.46 Icahn Master 9/9/2011 28,504.00 32.85 Icahn Master 9/12/2011 12,478.00 32.48 Icahn Master 9/13/2011 19,646.00 32.90 Icahn Master 9/14/2011 24,631.00 32.80 Icahn Master 9/15/2011 16,594.00 32.66 Icahn Master 9/16/2011 34,117.00 32.11 Icahn Master 9/19/2011 47,523.00 31.07 Icahn Master 9/20/2011 53,070.00 30.46 Icahn Master 9/21/2011 46,790.00 29.99 Icahn Master 9/22/2011 26,040.00 29.50 Icahn Master 9/23/2011 16,594.00 29.51 Icahn Master 9/23/2011 5,713.00 (1) 9.88 (2) Icahn Master 9/26/2011 33,186.00 (1) 10.04 (2) Icahn Master 9/27/2011 14,733.00 (1) 10.91 (2) Icahn Master 9/28/2011 28,970.00 (1) 10.50 (2) Icahn Master 9/29/2011 34,296.00 (1) 10.51 (2) Icahn Master 9/30/2011 65.00 (1) 10.44 (2) Icahn Master 10/3/2011 43,952.00 (1) 9.94 (2) Icahn Master 10/4/2011 83,366.00 (1) 8.76 (2) Icahn Master 10/11/2011 60,430.00 (1) 10.73 (2) Icahn Master 10/12/2011 146,838.00 (1) 10.18 (2) Icahn Master 10/13/2011 99,602.00 (1) 10.91 (2) Icahn Master 10/14/2011 16,548.00 (1) 11.36 (2) Icahn Master 10/17/2011 65,109.00 (1) 11.44 (2) Icahn Master 10/18/2011 41,938.00 (1) 11.94 (2) Icahn Master 10/19/2011 48,091.00 (1) 12.16 (2) Icahn Master 10/20/2011 42,886.00 (1) 11.98 (2) Icahn Master 10/21/2011 20,042.00 (1) 12.75 (2) Icahn Master II 8/22/2011 9,013.00 32.44 Icahn Master II 8/23/2011 1,021.00 32.49 Icahn Master II 8/25/2011 9,695.00 32.47 Icahn Master II 8/26/2011 374.00 32.46 Icahn Master II 9/9/2011 7,780.00 32.85 Icahn Master II 9/12/2011 4,227.00 32.48 Icahn Master II 9/13/2011 6,654.00 32.90 Icahn Master II 9/14/2011 8,341.00 32.80 Icahn Master II 9/15/2011 5,621.00 32.66 Icahn Master II 9/16/2011 11,554.00 32.11 Icahn Master II 9/19/2011 16,097.00 31.07 Icahn Master II 9/20/2011 17,973.00 30.46 Icahn Master II 9/21/2011 15,847.00 29.99 Icahn Master II 9/22/2011 8,820.00 29.50 Icahn Master II 9/23/2011 5,618.00 29.51 Icahn Master II 9/23/2011 1,937.00 (1) 9.88 (2) Icahn Master II 9/26/2011 11,240.00 (1) 10.04 (2) Icahn Master II 9/27/2011 4,989.00 (1) 10.91 (2) Icahn Master II 9/28/2011 9,811.00 (1) 10.50 (2) Icahn Master II 9/29/2011 11,616.00 (1) 10.51 (2) Icahn Master II 9/30/2011 22.00 (1) 10.44 (2) Icahn Master II 10/3/2011 14,886.00 (1) 9.94 (2) Icahn Master II 10/4/2011 27,529.00 (1) 8.76 (2) Icahn Master II 10/11/2011 20,422.00 (1) 10.73 (2) Icahn Master II 10/12/2011 49,624.00 (1) 10.18 (2) Icahn Master II 10/13/2011 33,661.00 (1) 10.91 (2) Icahn Master II 10/14/2011 5,592.00 (1) 11.36 (2) Icahn Master II 10/17/2011 22,005.00 (1) 11.44 (2) Icahn Master II 10/18/2011 14,172.00 (1) 11.94 (2) Icahn Master II 10/19/2011 16,253.00 (1) 12.16 (2) Icahn Master II 10/20/2011 14,493.00 (1) 11.98 (2) Icahn Master II 10/21/2011 6,774.00 (1) 12.75 (2) Icahn Master III 8/22/2011 3,923.00 32.44 Icahn Master III 8/23/2011 445.00 32.49 Icahn Master III 8/25/2011 4,220.00 32.47 Icahn Master III 8/26/2011 163.00 32.46 Icahn Master III 9/9/2011 3,927.00 32.85 Icahn Master III 9/12/2011 1,856.00 32.48 Icahn Master III 9/13/2011 2,922.00 32.90 Icahn Master III 9/14/2011 3,663.00 32.80 Icahn Master III 9/15/2011 2,466.00 32.66 Icahn Master III 9/16/2011 5,074.00 32.11 Icahn Master III 9/19/2011 7,067.00 31.07 Icahn Master III 9/20/2011 7,893.00 30.46 Icahn Master III 9/21/2011 6,958.00 29.99 Icahn Master III 9/22/2011 3,873.00 29.50 Icahn Master III 9/23/2011 2,468.00 29.51 Icahn Master III 9/23/2011 850.00 (1) 9.88 (2) Icahn Master III 9/26/2011 4,937.00 (1) 10.04 (2) Icahn Master III 9/27/2011 2,188.00 (1) 10.91 (2) Icahn Master III 9/28/2011 4,309.00 (1) 10.50 (2) Icahn Master III 9/29/2011 5,100.00 (1) 10.51 (2) Icahn Master III 9/30/2011 11.00 (1) 10.44 (2) Icahn Master III 10/3/2011 6,538.00 (1) 9.94 (2) Icahn Master III 10/4/2011 12,362.00 (1) 8.76 (2) Icahn Master III 10/11/2011 8,984.00 (1) 10.73 (2) Icahn Master III 10/12/2011 21,833.00 (1) 10.18 (2) Icahn Master III 10/13/2011 14,809.00 (1) 10.91 (2) Icahn Master III 10/14/2011 2,461.00 (1) 11.36 (2) Icahn Master III 10/17/2011 9,680.00 (1) 11.44 (2) Icahn Master III 10/18/2011 6,236.00 (1) 11.94 (2) Icahn Master III 10/19/2011 7,149.00 (1) 12.16 (2) Icahn Master III 10/20/2011 6,376.00 (1) 11.98 (2) Icahn Master III 10/21/2011 2,980.00 (1) 12.75 (2) _________________________ |
(1) Represents shares underlying American-style call options purchased by the applicable Reporting Person in the over the counter market. These call options expire on September 23, 2013.
(2) This amount represents the cost of an applicable American-style call option to purchase one Share. The per share exercise price of these call options is $19.50. This exercise price will be adjusted to account for any dividends or other distributions declared by the Issuer prior to exercise of the options.
Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to Securities of the Issuer
Except as otherwise described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits
1 Joint Filing Agreement of the Reporting Persons.
SIGNATURE
After reasonable inquiry and to the best of each of the undersigned knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: October 21, 2011
ICAHN PARTNERS MASTER FUND LP
ICAHN PARTNERS MASTER FUND II LP
ICAHN PARTNERS MASTER FUND III LP
ICAHN OFFSHORE LP
ICAHN PARTNERS LP
ICAHN ONSHORE LP
BECKTON CORP.
HOPPER INVESTMENTS LLC
BARBERRY CORP.
HIGH RIVER LIMITED PARTNERSHIP
By: Hopper Investments LLC, general partner
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
|
ICAHN CAPITAL LP
By: IPH GP LLC, its general partner
By: Icahn Enterprises Holdings L.P., its sole member
By: Icahn Enterprises G.P. Inc., its general partner
IPH GP LLC
By: Icahn Enterprises Holdings L.P., its sole member
By: Icahn Enterprises G.P. Inc., its general partner
ICAHN ENTERPRISES HOLDINGS L.P.
By: Icahn Enterprises G.P. Inc., its general partner
ICAHN ENTERPRISES G.P. INC.
By: /s/ Dominick Ragone
--------------------
Name: Dominick Ragone
Title: Chief Financial Officer
|
/s/ Carl C. Icahn -------------------- CARL C. ICAHN |
[Signature Page of Schedule 13D - WebMD Health Corp.]
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of WebMD Health Corp. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 21st day of October, 2011.
ICAHN PARTNERS MASTER FUND LP
ICAHN PARTNERS MASTER FUND II LP
ICAHN PARTNERS MASTER FUND III LP
ICAHN OFFSHORE LP
ICAHN PARTNERS LP
ICAHN ONSHORE LP
BECKTON CORP.
HOPPER INVESTMENTS LLC
BARBERRY CORP.
HIGH RIVER LIMITED PARTNERSHIP
By: Hopper Investments LLC, general partner
By: /s/ Edward E. Mattner
------------------------
Name: Edward E. Mattner
Title: Authorized Signatory
|
ICAHN CAPITAL LP
By: IPH GP LLC, its general partner
By: Icahn Enterprises Holdings L.P., its sole member
By: Icahn Enterprises G.P. Inc., its general partner
IPH GP LLC
By: Icahn Enterprises Holdings L.P., its sole member
By: Icahn Enterprises G.P. Inc., its general partner
ICAHN ENTERPRISES HOLDINGS L.P.
By: Icahn Enterprises G.P. Inc., its general partner
ICAHN ENTERPRISES G.P. INC.
By: /s/ Dominick Ragone
--------------------
Name: Dominick Ragone
Title: Chief Financial Officer
|
/s/ Carl C. Icahn -------------------- CARL C. ICAHN |
[Signature Page of Joint Filing Agreement to Schedule 13D - WebMD Health Corp.]
SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS OF THE REPORTING PERSONS
The following sets forth the name, position, and principal occupation of each director and executive officer of each of the Reporting Persons. Each such person is a citizen of the United States of America. Except as otherwise indicated, the business address of each director and officer is c/o Icahn Associates Corp., 767 Fifth Avenue, 47th Floor, New York, New York 10153. To the best of the Reporting Persons' knowledge, except as set forth in this statement on Schedule 13D, none of the directors or executive officers of the Reporting Persons own any Shares.
ICAHN PARTNERS MASTER FUND LP
ICAHN PARTNERS MASTER FUND II LP
ICAHN PARTNERS MASTER FUND III LP
Name Position ---- -------- Icahn Offshore LP General Partner Carl C. Icahn Chief Executive Officer Vincent J. Intrieri Senior Managing Director Irene March Chief Financial Officer Edward E. Mattner Authorized Signatory Gail Golden Authorized Signatory Keith Cozza Chief Compliance Officer |
ICAHN PARTNERS LP
Name Position ---- -------- Icahn Onshore LP General Partner Carl C. Icahn Chief Executive Officer Vincent J. Intrieri Senior Managing Director Irene March Chief Financial Officer Edward E. Mattner Authorized Signatory Gail Golden Authorized Signatory Keith Cozza Chief Compliance Officer |
ICAHN ONSHORE LP
ICAHN OFFSHORE LP
Name Position ---- -------- Icahn Capital LP General Partner Carl C. Icahn Chief Executive Officer Vincent J. Intrieri Senior Managing Director Irene March Chief Financial Officer Edward E. Mattner Authorized Signatory Gail Golden Authorized Signatory Keith Cozza Chief Compliance Officer |
ICAHN CAPITAL LP
Name Position ---- -------- IPH GP LLC General Partner Carl C. Icahn Chief Executive Officer Vincent J. Intrieri Senior Managing Director\ Daniel A. Ninivaggi President Dominick Ragone Chief Financial Officer Keith Cozza Chief Compliance Officer Edward E. Mattner Authorized Signatory Gail Golden Authorized Signatory |
IPH GP LLC
Name Position ---- -------- Icahn Enterprises Holdings L.P. Sole Member Carl C. Icahn Chief Executive Officer Vincent J. Intrieri Senior Managing Director Daniel A. Ninivaggi President Dominick Ragone Chief Financial Officer Edward E. Mattner Authorized Signatory Gail Golden Authorized Signatory Keith Cozza Chief Compliance Officer |
ICAHN ENTERPRISES HOLDINGS L.P. Name Position ---- -------- Icahn Enterprises G.P. Inc. General Partner |
ICAHN ENTERPRISES G.P. INC.
Name Position ---- -------- Carl C. Icahn Chairman Daniel A. Ninivaggi President William A. Leidesdorf Director Jack G. Wasserman Director James L. Nelson Director Vincent J. Intrieri Director Dominick Ragone Chief Financial Officer Craig Pettit Vice President of Tax Administration |
BECKTON CORP.
Name Position ---- -------- Carl C. Icahn Chairman of the Board; President Jordan Bleznick Vice President/Taxes Edward E. Mattner Authorized Signatory Keith Cozza Secretary; Treasurer |
HIGH RIVER LIMITED PARTNERSHIP
Name Position ---- -------- Hopper Investments LLC General Partner |
HOPPER INVESTMENTS LLC
Name Position ---- -------- Barberry Corp Member Edward E. Mattner Authorized Signatory |
BARBERRY CORP.
Name Position ---- -------- Carl C. Icahn Chairman of the Board; President Gail Golden Vice President; Authorized Signatory Jordan Bleznick Vice President/Taxes Vincent J. Intrieri Vice President; Authorized Signatory Irene March Authorized Signatory Edward E. Mattner Authorized Signatory Keith Cozza Secretary; Treasurer |